Last modified April 26, 2017
Welcome to Wanelo! You are now reading Wanelo Inc. (“Wanelo”)'s terms of service for its Shopify merchants (“Agreement”), meaning the legal contract between you or your business entity and Wanelo when you use Wanelo's site at http://www.wanelo.co (“Site”), the Wanelo mobile application for product discovery (“App”), all software integration between you and Wanelo for purposes of enabling purchasing facilitated by Wanelo (for example, “Buy on Wanelo”) and all services, domains and content provided by Wanelo (collectively with Site and App, the “Services”). YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OFFERED BY WANELO. If you have any questions, please email us at firstname.lastname@example.org.
By using the Services, including but not limited to visiting or browsing the Site or displaying or selling products on Wanelo, you as the merchant (“you” or the “merchant”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services.
Wanelo reserves the right to change any of the terms and conditions contained in this or any policies governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Agreement will be posted on the Site for at least thirty (30) days. You are responsible for reviewing the Site frequently and reviewing the notice and any applicable changes. Changes to referenced policies may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING WANELO'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
Wanelo acts as a marketplace to allow merchants who comply with Wanelo's policies to offer and sell certain goods within an optimized-price format. Wanelo facilitates transactions between buyers and merchants. As a result, Wanelo does not necessarily have control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of merchants to sell items or the ability of buyers to pay for items. Wanelo cannot ensure that a buyer or merchant will actually complete a transaction.
Consequently, Wanelo does not transfer legal ownership of items from the merchant to the buyer.
Wanelo cannot guarantee the true identity, age, and nationality of a merchant or buyer. Wanelo encourages you to communicate directly with potential transaction partners through the tools available on the Site or App.
You agree that Wanelo is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other merchants, or third parties. You use the Service at your own risk.
Age: The Services are available only to, and may only be used by, individuals who are of the age of majority in their applicable state (either 18 or 21 years and older) or business entities who can form legally binding contracts under applicable law. You represent and warrant that, if applicable, you are of the appropriate age and that all registration information you submit is accurate and truthful. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. Wanelo may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Individuals under the age of majority must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 21 years of age. In all cases, the parent or legal guardian is the merchant and is responsible for any and all activities and is the responsible party bound by the terms of this Agreement.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. As set forth further herein, you are responsible for all applicable taxes. In addition, you must abide by Wanelo's policies as stated in the Agreement and the published Wanelo website policies, as well as all other operating rules, policies and procedures that may be published from time to time on the Site or the App by Wanelo, each of which is incorporated herein by reference and each of which may be updated by Wanelo from time to time.
In addition, some Services offered through the Site or App may be subject to additional terms and conditions promulgated by Wanelo from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Wanelo of any unauthorized use of your password or any breach of security. You also agree that Wanelo cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Wanelo without Wanelo's express written permission.
Account Information: You must keep your account information up to date and accurate at all times, including a valid email address. To sell items on Wanelo you must provide and maintain valid payment information including a valid PayPal, Stripe and Shopify account. In order to be paid by Wanelo, you must have a valid and active account with Shopify. You are responsible for setting up and maintaining this account. Wanelo is not responsible for late payments caused by user error or technical problems with your Shopify account.
Account Transfer: You may not transfer or sell your Wanelo merchant account and username to another party.
Right to Refuse Service: Wanelo reserves the right, at Wanelo's sole discretion, to cancel unconfirmed or inactive accounts. Wanelo reserves the right to refuse service to anyone, for any reason, at any time.
Joining and setting up a shop on Wanelo is free. Wanelo does not charge fees for listing an item for sale. For the Services, Wanelo will take a commission fee plus a transaction processing fee (the “Commission”) when an item sells. The Commissions are listed on the Fee Structure page of the Site. The Commission as well as any other fees for the Services may vary in the future. You should check the Fee Structure page every time you use the Services. The Fee Structure is in effect on the date of sale of the item shall govern the transaction. If you do not agree to the current Commission, you should not use the Services. Wanelo may, at Wanelo's sole discretion, change some or all of Wanelo's Services at any time. In the event Wanelo introduces a new Service, the fees for that Service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
In certain situations, including but not limited to a void or invalid transaction, Wanelo may issue a credit for the applicable fees to a merchant's billing statement.
You are responsible for paying all fees and applicable taxes associated with using the Services.
Price: Merchants are required to list prices, applicable taxes and shipping costs for the products they sell through the Wanelo Marketplace. Wanelo's Commission shall be based on the prices and shipping costs that merchant lists for their products. Wanelo reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our merchants. This does not affect the amount or percentage Wanelo has agreed to pay to the merchant for their orders. Wanelo will payout merchant the remainder of all sums less its Commission, and less any applicable taxes that are required by law to be withheld by Wanelo. Wanelo intends to charge for, and collect, estimated amounts of applicable U.S. state and local transaction taxes on each merchant transaction. Wanelo is not responsible for the charging or collection of non-U.S. transaction taxes (e.g., value added taxes). It is merchant's obligation to report to Wanelo all U.S. jurisdictions (State and local) where merchant has a presence that gives rise to "nexus" with that jurisdiction, and therefore, tax collecting responsibilities. Wanelo will remit to merchant all collected U.S. transaction taxes on merchant's Wanelo transactions to be held in trust and conveyed to by merchant to the appropriate taxing authority. Where Wanelo has remitted to merchant all collected transaction taxes from merchant's Wanelo transactions, or merchant has not accurately reported to Wanelo all jurisdictions where merchant has tax collecting responsibilities, merchant agrees to defend, indemnify and hold harmless Wanelo, its officers, directors, and affiliates, from any and all claims arising from or related to failure to pay taxes on merchant's Wanelo transactions.
Wanelo uses Stripe, Inc. (Stripe) for payment processing. In order for you and Wanelo to use Stripe’s payment processing services, you must enter into the Merchant Services Agreement (MSA) with Stripe and its sponsoring bank. By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that Wanelo is not a party to the MSA and that you, Stripe and Stripe’s sponsoring bank are the three parties to the MSA and that Wanelo has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact Stripe.
A merchant's shipped transactions may be eligible for payment once their transactions are confirmed as shipped with a valid tracking number. Transactions must be shipped with a Wanelo-supported carrier. Transactions that cannot be confirmed as shipped may be ineligible for payment. Wanelo will pay merchants for eligible daily transactions after a 30-day reserve period. This payment will be a net amount: the merchant's prices (product and shipping) less our Commission and any other amounts due to Wanelo under this Agreement and any applicable taxes and fees. Wanelo reserves the right to require proof of shipment and proof of delivery by Wanelo-supported carriers as well as any other related shipping information for any transactions.
Wanelo monitors all sellers for order quality. Wanelo may review your account and your reserve requirements may be raised, lowered or removed from time to time.
Listing Description: By listing an item on the Site or App you warrant that you and all aspects of the item comply with Wanelo's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Wanelo shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.
Shop Policies: All merchants are urged to outline shop policies for their Wanelo shop. These policies may include, for example, shipping, returns, payment and selling policies. Merchants must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Wanelo's site-wide policies. Merchants are responsible for enforcing their own reasonable shop policies. Wanelo reserves the right to request that a merchant modify a shop policy.
Binding Sale: All sales are binding. The merchant is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner and not to exceed the stated shipment period or, if not stated, 30 days from the date the order is placed, unless there is an exceptional circumstance, such as: (a) the merchant has a family emergency or (b) the merchant is out of town. In the case of such a circumstance, merchant should communicate with Wanelo in a reasonable and timely manner regarding the delay and provide an expected date for shipment. If the order is outside the estimated ship time with no proof of the order in transit, Wanelo reserves the right to cancel and refund an order to the customer.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Merchant may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Merchant may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Wanelo transaction fees, misrepresent the item's location, or use another merchant's account without Wanelo’s prior permission.
Shipment of Orders: The merchant must prominently and clearly state the shipment period for their items, which should not exceed 30 days, unless given explicit approval by Wanelo. For each item you list on the Site, you will provide to us the state or country from which the item ships. At our request, you will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking and order status, and we may make any of this information publicly available. If you fail to provide such shipment information within the time frame specified by us (e.g., 30 days after the date an order was placed) OR if the order is outside the estimated ship time with no proof of the order in transit, we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us and refund the customer in full.
Reservation of Rights. Wanelo retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Agreement) that has been charged for an order that we stop or cancel.
The Transaction Service. By using the Services, you authorize Wanelo to act as your agent for purposes of processing payments, refunds and adjustments for your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, and paying Wanelo and its affiliates amounts you owe in accordance with this Agreement (collectively, the "Transaction Service"). Your “Transaction" means any sale of your items through the Site. "Sales Proceeds" means the gross proceeds from any of your Transactions, including all shipping and handling, and other charges, but excluding any taxes separately stated and charged. Notwithstanding anything to the contrary in this Agreement, Wanelo may in its discretion perform the Transaction Services described in this Section.
a. Wanelo may provide refunds or adjustments to buyers for your Transactions through the Transaction Service using Merchant’s Payment Account or by issuing invoices to Merchant for amounts due to Wanelo and/or to your buyers.
b. Payment history will be reflected in the Store Dashboard summary. Wanelo will initiate payment to the Merchant's Payment Account on a rolling 30-day cycle based on the shipment date or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. Each day Stripe will transfer Sales Proceeds in a Merchant’s Payment Account into that Merchant’s Bank Account ("Payment Date"). Stripe will initiate a transfer to the Merchant's Bank Account on each Payment Date and initiate a transfer to Merchant's Bank Account for the total amount of Sales Proceeds you received from buyers' authorized payment, less any fees or other amounts we may collect under this Agreement, any refunds, adjustments, or other amounts paid to buyers in connection with your Transactions, or for funds you otherwise received since the last Payment Date. The amount of the fees for the Services will be posted to Merchant's Store Dashboard and will be deducted from the balance of credits in the Merchant's Payment Account in Stripe to be remitted to you on the next Payment Date. To the extent the Sales Proceeds are equal or greater than the amount you owe, Sales Proceeds may be applied to the payment of any fees and amounts you owe to Wanelo under this Agreement. Payment to Wanelo with Sales Proceeds will not limit Wanelo’s rights to collect any other amounts you owe.
c. Transfers to the Merchant's Bank Account will generally be credited within five Business Days of the date we initiate the transfer. On occasion, we may send Merchant a paper check instead of an electronic credit to Merchant's Bank Account. We will do so, for instance, if Merchant's bank will not accept an electronic credit to Merchant's Bank Account.
d. If we or our affiliates reasonably conclude based on information available to us or our affiliates that Merchant's actions and/or performance in connection with the Services may result in buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Merchant actions and/or performance in connection with this Agreement. We will not be liable to Merchant if we act in accordance with the provisions of this Section.
e. We may refuse service to anyone for any reason. We will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with your Transactions, and Merchant will bear all other risk of fraud or loss. We will not bear the risk of credit card fraud in connection with any of Merchant's products that are not fulfilled strictly in accordance with the order information and shipping information that Wanelo provides you in Section 4 above. Wanelo reserves the right to seek reimbursement from Merchant if Wanelo, in its sole discretion, decides to reimburse buyer under the terms of the Site, provide a refund to buyer if Merchant cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from buyer's credit card issuer for the amount of buyer's purchase from Merchant. We may obtain reimbursement of any amounts owed by Merchant to Wanelo or us by deducting from future payments owed to Merchant, reversing any credits to Merchant's Bank Account, or seeking such reimbursement from Merchant by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
f. We reserve the right, upon termination of this Agreement or Merchant’s use of the Services, to set off against any payments to be made to Merchant, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with your Transactions from Merchant's Bank Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Merchant any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from Merchant via any of the means authorized in this Section 5 for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable.
g. Sales Proceeds will be held in an account under Merchant’s Stripe Account (a "Payment Account") prior to payment to Merchant as set forth above and will represent an unsecured claim against payments or amounts due or owed by Merchant to Wanelo or any of its affiliates (“Amounts Due”). Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, Wanelo may combine Sales Proceeds held with the funds of other users of the Services, distribute them as set forth in this Agreement, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, Wanelo will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.
Participating as Wanelo merchant or making use of the Services will expose you to certain confidential and proprietary information of Wanelo (“Confidential Information”). For example, as a user of Wanelo’s “Buy on Wanelo” service, you will learn the business methods Wanelo uses to carry out its program including pricing, fulfillment and marketing strategies. You will also correspond regularly with Wanelo regarding your use of the Services. You agree to not disclose or use Wanelo’s Confidential Information except as necessary to carry out the purpose of this Agreement, and you further agree to not disclose or make public any communications you may have with Wanelo.
You are solely responsible for your conduct and activities on and regarding to Wanelo and any and all data, text, information, usernames, trademarks, logos, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post and display on Wanelo.
Restricted Activities: Your Content and your use of Wanelo shall not:
Furthermore, you may not list any item on Wanelo (or consummate any transaction that was initiated using the Service) that could cause Wanelo to violate any applicable law, statute, ordinance or regulation, or that violates Wanelo’s Terms of Service. Wanelo has the right to freeze your Merchant Account temporarily or permanently if it believes you are in violation of these terms or any applicable law. Wanelo reserves the right to suspend or cancel your account and to refund any losses from the frozen capital in your Merchant Account and/or to charge you for any such losses.
If Wanelo makes a request for requirements or information related to the Content or marketing of your products or any transaction of yours at any time, you shall provide the written proof of having obeyed the requirement or provide the requested information of Wanelo and related law in the time frame set forth in the request.
If Wanelo has reason to believe that you have used the Services in any manner that would cause Wanelo to violate any applicable law, statute, ordinance or regulation, or that violates the right of any merchant’s account, you shall be responsible for any related losses, refunds, costs, compensation and other fees. In additional, if you are involved in such restricted activities or in violation of this provision, you shall pay USD $500 as penalty per incidence.
Without limiting Wanelo’s remedies for any violation of any provision above (or any other provision in any other agreement between you and Wanelo), if Wanelo in its sole discretion determines that you violate any of the above provisions, Wanelo may, temporarily or permanently, freeze the funds in your account, including, without limitation, all capital therein and any payment to you therefrom, and to suspend or cancel your Merchant Account.
Re-Posting Content: By posting Content on Wanelo, it is possible for an outside website or a third party to re-post that Content. You agree to hold Wanelo harmless for any dispute concerning this use.
In the event a dispute arises between you and Wanelo or you are required to notify Wanelo of a dispute, please contact Wanelo in a timely and reasonable manner at the following email: email@example.com.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
Should you have a dispute with one or more users, or an outside party, you release Wanelo (and Wanelo's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Wanelo encourages merchants to report merchant-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
Wanelo, for the benefit of merchants, may try to help merchants resolve disputes. Wanelo does so in Wanelo's sole discretion, and Wanelo has no obligation to resolve disputes between merchants and users or between merchants and outside parties. To the extent that Wanelo attempts to resolve a dispute, Wanelo will do so in good faith based solely on Wanelo's policies. Wanelo will not make judgments regarding legal issues or claims.
Wanelo will comply with all judgments or court orders regarding merchant and user disputes.
Wanelo, and all other Wanelo graphics, logos, designs, page headers, button icons, scripts, web pages, and service names are registered trademarks, trade dress or copyright of Wanelo, Inc., in the U.S. and/or other countries. Wanelo's copyrights, trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service without Wanelo’s prior written approval.
Without limiting any other remedies, Wanelo may, without notice, and without refunding any fees, delay or immediately remove Content, warn Wanelo's community of a merchant's actions, issue a warning to a merchant, temporarily suspend a merchant, temporarily or indefinitely suspend a merchant's account privileges, terminate a merchant's account, prohibit access to the Services, and take technical and legal steps to keep a merchant off the Services and refuse to provide services to a merchant if Wanelo, in its sole discretion, has reason to believe that any of the following apply:
WANELO, WANELO'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND WANELO'S SUPPLIERS PROVIDE WANELO'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WANELO, WANELO'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND WANELO'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM WANELO SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
IN NO EVENT SHALL WANELO, AND (AS APPLICABLE) WANELO'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR WANELO'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE APP, WANELO'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
WANELO'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF WANELO'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO WANELO IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD WANELO AND (AS APPLICABLE) WANELO'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY INFRINGEMENT.
Either party may terminate this Agreement for any reason without advanced notice. In order for merchant to terminate this Agreement, merchant must uninstall the Wanelo Shopify application. Upon termination, the parties agree to use reasonable efforts to reconcile any amounts due either party under this Agreement, and make any final payments due under this Agreement within 30 days of termination. Wanelo may, in its reasonable discretion, suspend merchant’s use of the Services at any time, if in Wanelo believes in its reasonable judgment, that such suspension is necessary to protect Wanelo’s business and/or customer relations.
Wanelo does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside Wanelo's control. Exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any sales of items you make on the Site or App (excluding any taxes on Wanelo's net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
You and Wanelo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Wanelo reserves the right to modify or terminate the Services for any reason, without notice, and at any time. You understand that Wanelo may block, suspend or terminate your access to the Services, and you therefore are not relying on Wanelo in any respect to maintain your access to the Services regardless of how much time, money and resources you expend related to your use of the Services. Wanelo reserves the right to alter this Agreement or other Site or App policies at any time, so please review the policies frequently. If Wanelo makes a material change Wanelo will notify you here, by email, by means of a notice on our homepage, or other places Wanelo deems appropriate.
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California and the United States of America.
Sections 3 (Fees and Billing), 6 (Non-Disclosure of Confidential Information), 8 (Content), 9 (Resolution of Dispute and Release), 10 (Wanelo's Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (Termination), 18 (No Guaranty), 20 (Severability), 21 (No Agency), 23 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Wanelo at 375 Alabama Street, #400, San Francisco, California 94110 (in the case of Wanelo) or, in your case, to the email address you provide to Wanelo (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Wanelo may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Wanelo in your Merchant Account. In such case, notice shall be deemed given three days after the date of mailing.
The Services hereunder are offered by Wanelo, Inc., located at 375 Alabama Street, #400, San Francisco, California, 94110.
All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us. We will send notices to Merchant at the e-mail address maintained in our records for Merchant. Merchant will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Merchant will send notices to us using firstname.lastname@example.org.